City of Angels
by Oni-Gil
Summary: 2007Movie AU. Earth has become a battleground between the Autobots and the Decepticons. The human race lives in constant fear. Sam carries the Allspark, the only hope of an Autobot victory. And he has nothing left to lose...
1. Nightmare

**A/N: **It's a 2007-movie AU. I think that this could EASILY have happened, had circumstances been slightly different. Be warned... this is dark and probably rather creepy. :) I hope you will enjoy it nevertheless.

**EDIT:** No excuse. I got tired of writing this story… so I came back and moved things around and merged chapters together so hopefully it's a more cohesive read…?

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**1. Nightmare**

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**

The nightmare burst from the bowels of the stone-and-concrete construction, twin engines thrumming deeply as he rocketed into the sky, thin trails of condensation forming a double helix as the alien jet spun into the air. His lieutenant took to the air as well and the two soared gracefully in a twofold loop about each other before transforming and landing, shrapnel flying out from beneath their landing struts. Before the dust had even settled, the smaller of the two shifted into a cautious, submissive half-crouch, letting loose his hissing, hoarse voice.

"I live to serve you, Lord Megatron."

Almost before he was finished, the massive silver mech gave a derisive slash of his clawed hand through the air and ground out his own demand. "Where is the Cube?"

The smaller mech scowled, irritation showing in his quick, jerking movements. "The humans have taken it."

A low growl made the smaller flier cringe as Megatron's sharp head swung around to glare. His voice lowered, taking on its most dangerous tone as it hissed and whispered across his fangs. "You fail me yet again, Starscream."

Starscream's frown deepened. "But my lord-!" he began indignantly, but he fell silent as Megatron closed the distance between them, towering over the other mech.

"I have been held captive on this world for astrocycles… frozen, half in stasis and half out, while filthy organic fleshbags prodded me and tested me and copied me, always feeling the Allspark so close and yet unable to reach out and take it. For vorns I thought that perhaps my faithful Decepticons might be searching for me and that my torment would soon end… but no. It took you astrocycles to get here, and now that I am finally free I find that you allowed the pitiful Autoscum and the humans to spirit away the Allspark."

"The others are moving to intercept—"

"Let them go," Megatron snapped. "We don't know the strength of the Autobots."

"We should attack before they can hide the Cube."

"There is no place on Earth or in the universe where they can hide the Cube from me," Megatron promised, optics glowing in anticipation. "It is folly to attack the Autobots in this unfamiliar territory. I've waited this long to take the Allspark, and I can wait a few orns more. There is no reason to rush in and fail because of impatience." Sensing the restlessness that lingered still in his companion's frame, he added, "Have patience, my Seeker. When I have gathered my strength, I will be unstoppable."

Starscream looked less-than-content. Megatron narrowed his optics, leveling his most intimidating glare at his second-in-command. He was rewarded by a half-guilty, half-terrified flinch. "Are you not… pleased to see me, Starscream?" he said, voice silky-smooth. "I'm sure you spent this time that I've been gone searching desperately for me, isn't that right?"

"Of… of course, my lord," the smaller flier answered nervously. Megatron bared his fangs in something that only barely resembled a smile, taking his subordinate's shoulder plating in a hand that was anything but gentle. Claws dug painfully into armor and the circuitry underneath as he increased the pressure, pushing Starscream to his knees. The Seeker trembled but made no attempt to move as Megatron's claws slid deeper, scraping over vital energon lines.

"You enjoyed your power," the silver mech said in a sibilant hiss. "And you took your time in coming here. But here I am, Starscream, and here I'll stay. And _you_ will stay where you are… always beneath me." He tightened his grip, razor-sharp claws pricking dangerously, and his second shuttered his optics, tensing. The silver titan bent forward slowly until his mouthplates were level with the other's audios. "Do you serve me, Starscream?"

"Yes," the Seeker murmured, fear staining his voice.

"Swear it," Megatron purred, flexing his claws to make the other mech's wings shudder.

"I- I swear it, my lord," Starscream whispered. "My wings and my Spark are yours."

"My Starscream, I know they are," Megatron hummed, drifting the claws of his free hand over the flier's wings before releasing him and letting him stand. "Hail Cybertron."

"And destruction to all Autobots," Starscream agreed hoarsely, and stood beside his master.


	2. Infiltration

**2. Infiltration**

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* * *

**

Bee's hood was warm from the drive. Sam enjoyed the heat on his backside as he watched the sunset, resting his head on his arms. This peace was only temporary, he knew, with Megatron freed from the ice. They needed to move quickly to organize Earth's defense before the Decepticons struck. There was so much to be done— communications had to be repaired and solidified against further obstruction, world leaders had to be informed and convinced, bases for the Autobots had to be constructed, the Allspark had to be hidden and protected. But as long as they had a moment to breathe and relax, Sam figured they should do it.

"Hey, Bee?"

"Yes, Sam?"

"What'd you want to be when you grew up?"

"The war was already begun when I was Sparked… there was no time."

Sam considered this. It was a saddening prospect… Bee had never had a childhood. He had been catapulted into a war that lasted for eons, fighting for a peace he had never known. "Then… how about now? When the war is over, what will you do?"

"I want to be with you," Bumblebee answered without hesitation. "I will go where you go. And you, Sam? What will you do when this planet is safe?"

"I dunno," Sam said. "Go to college. Get a job. I guess I haven't thought about it in a while… when I was a kid, I always wanted to be an astronaut. Every kid does, but I guess it's in my blood. The Witwickys are explorers. After all that's happened, though, I really don't know."

"You could be the official ambassador between humans and Autobots," Bee suggested, and Sam couldn't tell whether or not he was joking, so he laughed.

"Yeah, I guess. Not too far from being an astronaut, in a way."

"And Mikaela is well on her way to becoming Medic's Assistant," Bee said—this time he was definitely joking, Sam decided. Though, come to think of it, he had heard her coming up with expletives that sounded sort of Cybertronian and _definitely_ Ratchet-ish.

Mikaela. Sam smiled… okay, so he was grinning like an idiot. A girl had never shown any sort of interest in him before, let alone the smart, gorgeous girl of his dreams, a girl who had faced down giant alien robots with him. She'd even decapitated that spastic little ninja-bot. Trent didn't deserve her… heck, Sam was sure that _he_ didn't even deserve her, yet there she was. To her, he wasn't just some geeky kid with a crazy best friend and a junky old car. To her he was Somebody. And the way she looked at him now… the way she smiled… God, he'd never seen her smile that way at anyone. Not Trent, not _anyone_.

Yeah… that was a good thought. He closed his eyes and pictured that smile, the one that came straight from her heart, not from the shallow outside that everyone else saw. Mikaela was a girl he could imagine spending the rest of his life with, if they could stay alive through this…

* * *

Security around the Pentagon was as tight as it was possible to be. Armed guards stopped everybody coming in and out at several checkpoints, searching bags, pockets, and briefcases for anything suspicious. They were searching for anything unusual… anything alien.

But all the security on this planet couldn't prevent a single, tiny, resourceful spy from slipping in. Only a gleam of sunlight on his silver plating might have given the Decepticon away, but in a few short moments Frenzy had succeeded in infiltrating the building. Frenzy couldn't understand the purpose of these "air ducts"… there were no such things on Cybertron. Horrible lapses in security on the humans' part. They were like hallways to him, camera-free, easily utilized.

Getting in was the easy part; finding an unguarded terminal and time to reach the data that his virus had already locked the humans away from would be slightly more difficult. There… a console, unattended, unoccupied, perfect. He slipped to the floor and skittered to the cover the desk afforded, stretched his claws, and connected. His processors whirled at top speed as he downloaded the information. Now that Soundwave was here, he didn't have to worry about signals detectable by the humans. He and his larger brother-creator were linked in ways more subtle than comlinks.

_frenzy to soundwave read do you _

_contact: acknowledged_

_infiltrated the network human have i information get we estimated time cycles 1.4739 approximately stand by_

_transmission: received standing by_

The rush of information made his many limbs twitch; he drew them in close to prevent any noise or noticeable flailing. Now that his link to Soundwave was open, he could feel the locations of his fellow Decepticons around the planet _rotoraft heat desert landed, scrambledrone groundtunnels, mindsparktwin with seeregisterdestroy, cockyspiketail with mindkinwingspy, mindkinnightprowler city dirt grime, skymaster with purpleflash and quietnoisyblue wind clouds flying, liarpartnerflailspikes sun warmth stasisnap, masterleaderlord dark dreams recharge_.

_ended data transmission complete_

_data: received instructions: return_

_acknowledged command out frenzy_

He disconnected from the terminal, chittering quietly to himself. How easily the humans' security had failed. This was hardly a challenge… give him an Autobot base to infiltrate. Frenzy enjoyed a challenge.


	3. Beginnings

**3. Beginnings**

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* * *

**

_Report position._

_Approaching target_, Barricade answered automatically, concealing his amusement at the sulky tone of the Seeker's signal. Since Megatron's return, Starscream's pride had taken a beating. Blackout's return signal was less considerate of the jet's feelings. Starscream closed the connection without responding, leaving the two of them… three, counting Frenzy… snickering. Blackout was the first to recover his businesslike attitude, as businesslike as Decepticons got when they were anticipating an easy victory full of screams.

_The human military will be far behind us, _he said._ This city is doomed._

Barricade agreed. Earth's cities were advanced in comparison with most organic species, but he and his comrades had devastated Cybertronian towns twice this size. Even with the two of them, they would wreak havoc here, making their mark on this planet.

_And the Autobots?_

_My sc-scanners will detect themthem long before they are a d-d-d-danger, _Frenzy piped up. _Besides, they're all b-b-building their head-d-quarters, expec-ecting us t-to head straight f-for the Allsp-spark._

_As we should be_, Blackout grumbled.

_No,_ Barricade responded. _We will weaken their human allies first. When the rest of the Seekers heed Megatron's call, they will be given the task of annihilating the human cities and you can hunt Autobots to your Spark's content. Until then, we will deal with the organics ourselves._

_But it's too easy, _Blackout complained. _We could at least attack a city that's worth something._

_This sector's capital is well-defended. Too much for the two of us, perhaps, but still easy prey for the Seekers._

_St-St-Starscream gets all the fun, _Frenzy griped.

_We all take the tasks suited for us, _Barricade answered. _If the Seekers are only good for playing target practice with the squishies, let them. Blackout, what's your position?_

Far ahead. Barricade activated his lights and sirens, speeding past the humans' drones in an effort to catch up. This altmode wasn't bad, as they went. He liked the look of it, the appealing contrast of black and white paint, the sleek frame and smooth armor. Even more he liked that human trusted him, though some harbored a strange dislike for their protectors. It would give him some form of twisted joy to see their shocked faces when he transformed and crushed or slashed the life out of them…

He revved his engine and drove faster, already relishing the imagined expressions of fear.

And yet… the slightest unease tainted his fantasy. But this was _right_, this was what he _did…_

Sensing his sudden malfunction, Frenzy linked to him and ran through all his systems, and by the time he backed out Barricade felt like himself again.

_This glitch is distracting,_ he commed to his partner. _Can't you just delete it?_

_Nono._

Barricade would have frowned, had he not been in his altmode. All glitches could be erased. Was this really a glitch, or could he actually be feeling hesitation? It wasn't in his programming.

Frenzy interrupted his musings. _We c-can't afford the time needed to ch-ch-check your processor._

Barricade was relieved. Just a glitch, then. Something he must have picked up off a foreign signal, or the like.

Frenzy was also relieved. It would not do for Barricade to delve too deeply into his lingering doubts, not after all the work Soundwave had put into reprogramming and reformatting him. As long as he believed that the remnants of his original identity were just a glitch, they wouldn't have to worry that his Spark would break through his programming, even where that little silver Autobot was concerned. Still, they would have to do something about that one…

* * *

Screams shattered the still air, joining crumbling rock and sirens. The terrified teacher tried to shield her class from view behind a makeshift barricade. The irony was not lost on the looming Decepticon.

_The tiny sparklings squealed and clicked, helpless with their tiny limbs and still-soft armor, and even now, amid the smoke and desolation, while energon pounded through his lines with the thrill of the hunt and excitement of the kill, he hesitated. They were harmless. They were unarmed. They weren't programmed fully… they couldn't even _speak_. Something inside nagged at him, some lingering doubt. Why do this?_

_Interrupting his self-debate, a winged form landed beside him._

_"Problems, Barricade?" a familiar high voice teased. For a moment the racer was confused._

That's me_, he realized. _Barricade_._

_He glared at his superior officer and Starscream smirked right back. "Are the sparklings putting up a difficult fight? Is this battle too much for you?"_

_Barricade sneered at the Seeker. "Go slag yourself. Leave me to my own devices."_

_"You can't even do _this _right," the flier shot back._

_"I see no reason to destroy sparklings."_

_"They'll all grow up to be good little Autobrats, that's why. You're a Decepticon now, Barricade, act like one." Barricade had just enough time to consider his words… _Now? What does he mean, now?_... before Starscream raised an arm and blasted an escaping sparkling. The tiny protoform had no armor to deflect the shot and it collapsed on the spot._

No more lingering doubts; that annoying sense of disquiet in his Spark could be ignored.

"You're a Decepticon, Barricade," the black mech growled at himself, watching the pale and trembling fleshlings. They really were like Cybertronian sparklings—incoherent, soft, fragile. He extended the spikes on his gyroflails. "Act like one."

* * *

There had once been a time when Jazz loved to hear sirens. He didn't like the _reasons_ for the sirens, of course, but they reminded him of someone he knew. Whenever he heard them, his Spark warmed in his chest, because he knew that Prowl was on the job.

It wasn't always Prowl—there were other 'bots with sirens, notably Ratchet—but Jazz always thought of him anyway. Sirens meant that Prowl was protecting someone, protecting everyone. Sirens coming closer meant that Prowl was in a hurry to come to him. Sirens receding meant that Prowl was racing off to save, as the humans would say, a damsel in distress. Sirens meant that Prowl was on the job.

Prowl was everything he could have asked for in a bondmate. A bit on the serious side, but when Jazz could get him to loosen up… well. It was worth the struggle. He was reliable, intelligent, tough. Jazz could recharge in peace, and even if he was alone in the berth, he knew that Prowl was on the job.

But the thing that Jazz loved… what a wonderful human word!... the most about Prowl was his sense of right and wrong. Those infallible morals of his, the ones that made him a true Autobot, things running deeper than red sigils and blue optics. He would follow his morals to the last, no matter what. That steadfast devotion to everything good and right was what made Prowl Prowl, and Jazz loved it and loved him for it. Jazz still remembered the last time he'd felt that way, sirens fading into the distance, his Spark full of the knowledge that Prowl was on the job.

He'd never felt it since.

Not since seeing the flashing red and blue lights on the shoulders of a mockingly familiar black mech, and in the same glace seeing the bodies strewn about his feet: Autobot bodies. And worse, Sparkling bodies, tiny protoforms shattered and melted.

Not since a razor-sharp gyroflail had taken his chestplate and nearly his Spark.

Not since a horribly warped and twisted voice had _laughed_ at his expression of shock and pain.

Not since being left shattered on the ground, barely online, and staring up at the cold sky, hearing sirens racing away at Megatron's call.

Not since Barricade was on the job.

Here on Earth was an echo of that same fateful encounter, but the bodies strewn about in Barricade's wake weren't Cybertronian.

"What happened to _morals_?" Jazz screamed after the retreating Decepticon.

He received no answer.


	4. Asking for Directions

**4. Asking For Directions**

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**

Well, this was… irksome. To say the least.

Nothing but open ocean stretched out under him; nothing but open sky spread all around him; no landmarks that he could see anywhere—no islands, no mountains or landmasses on the horizon. Nothing but blue. Water, water, water. Slagging water as far as the optics could sense. No place to land and recharge or refuel, and no fragging way could he do either in flight. This Pit-spawned organic planet with its excessive oceans… there weren't any expanses of water so large on Cybertron.

And the worst thing was, as much as he loathed to admit it, he had no idea in the Matrix or in the Pit where the slag he was.

He cycled a long intake, stalling for time. Slag it all, this was humiliating… this filthy, _huge _organic planet… And why couldn't someone _else_ have taken this mission? True, the rendezvous point was inaccessible by land, and true, who could expect Megatron to fly off personally. But surely it wouldn't have been beyond Blackout's capabilities to meet Soundwave on the island nation where he had landed, the one now firmly Decepticon territory. Paradise for a mech with Soundwave's ability to control lesser machines, a "high-tech" (by human standards) and yet seriously isolated country called "Japan" by the fleshies.

But _no_, Blackout was on assignment and Megatron had other things to deal with, and none of his Seekers had responded to the call yet. This was… worrisome, as little as Starscream cared to admit it. It wasn't like he really _cared_ for his troops on anything more than a strategic level. But they were _his_, the Decepticons who would follow his orders perhaps even over Megatron's, and that was a valuable asset. They were also Megatron's greatest strength and always had been. Without Vos the Decepticons would undoubtedly have failed.

It was a possibility, however unlikely and disturbing, that Starscream was the last of his kind, that the Autobots had managed to eradicate the Seekers in the mad race through the stars. Autobots and Decepticons had offlined in droves during the search for the Allspark… their species was dwindling, dying out, and the only thing that could save them was the Allspark. Surely the Autobots could see that. The birth rate for Cybertronians was perilously low and after relying on the Allspark for astrocycles, millennia for the humans, the rare mechs and femmes capable of bearing sparklings had been rendered effectively obsolete and had not been carefully constructed and protected as they had been once. They were creatures of legend now, scattered few and far between in the cosmos. It was doubtful that any of Prime's small Earth team were bearers; Megatron, however, had a bearer and knew it.

This musing was getting him nowhere. Starscream activated his comm., ruthlessly beating down his embarrassment.

/_Is anyone in range?_/

For a moment he thought that nobody could hear him. Good for his pride. Bad for his fuel tank. He would just have to keep flying and flying and hope he found land before he fell into stasis lock and plummeted into the ocean. Cybertronians, it seemed, had a bad habit of underestimating this planet. Even Megatron had run afoul of its gravity and magnetic field, so different from Cybertron's. Even experienced flyers could lose control here, and he knew that all-too-well. A memory rose unbidden in his processor, memory of a long-ago ice storm on a planet very much like this, but he shook it from his mind before he saw too much. It was no good dwelling on the past.

Then his comm crackled and a faint signal reached him. _/F-F-Frenzy herehere./_

_Slaggit_. Of all the mechs to answer him, it had to be Frenzy.

_/This is Starscream. I need my position./_

Frenzy cackled and Starscream winced._ /Lostlost, Starsc-scream?/_

_/Shut up and give me my position./_

The little 'con did so, with much smug glee radiating from his signal. _/Saysay th-th-thank you./_

Starscream growled, sure to send his irritation through his signal.

_/F-fine, then St-Starscream doesn't need toto know who arrrrrrived in N-North Americ-ca two megacycles ag-g-go./_

Curiosity overcame pride. More Autobots were trickling in, slowly, but then so were more Decepticons. Soundwave had been the most recent arrival when Megatron sent him out. It was unusual for another to arrive so quickly, especially since Soundwave hadn't informed them that anyone else was following.

_/Thank you, puny glitching fragger. Who?/_

_/How ruderude. If you mu-mu-must know, the new arr-iv-als are Sk-Sk-Skywarp and Thun-der-crack-ck-er. Thought-t you'd w-w-want to knowknow./_

Starscream closed the connection without a reply, feeling as close to content as he ever came with the news as he adjusted his course. With the arrival of his wingmates he wouldn't be the only Seeker on this filthy planet, wouldn't be the—for lack of a better term—errand boy any longer. Even one trine could deal massive damage to pitiful organics. No more boring reconnaissance missions… now he could deal destruction. Now he had two loyal (for Decepticons) subordinates who would do anything he commanded.

Deeper, he was relieved. He would surely have felt it if they had offlined, given their essential connection, but he hadn't been sure. It was nice to know that his people survived, even if they were the only trine in existence. As soon as he had met up with Soundwave and ferried his little monsters to the others to establish a full communications network, he would be reunited with his wingmates. And then… oh, then…

His hidden faceplates lifted in a smirk.

_Then_ this planet would feel their power and tremble.


	5. Violent

**5. Violent**

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Christmas, 2007. Six months since the Autobots had appeared on Earth, six months since the continuation of their war.

Major Will Lennox sat in the driver's seat of the "family pickup," but he wasn't driving. Ironhide was taking care of that and being only moderately grumpy about it. This was Autobot-held territory, so they took the strangely uncongested highway. Due to the warnings of the government and the Autobots, many humans had fled north, though some remained in confidence that their defenders would defeat the Decepticons quickly.

Ironhide's other passenger sat with her legs crossed, staring out of the window at the countryside they passed through. Their silence was a comfortable one; Lennox had gotten to know Mikaela Banes well over the past few months and had quickly decided that Sam was a lucky guy.

They were en route to the Autobot headquarters outside Tranquility, Lennox from Washington, D.C., where he and Ironhide had supervised the secret evacuation of the President, Defense Secretary Keller, and other top government personnel, Mikaela from Detroit, where she had been assisting Ratchet in organizing a new base.

"Anxious to be home?" he asked. Mikaela nodded, glancing over.

"It'll be nice to see Sam again," she answered, honest gratitude evident in her voice. "Anxious to see your family?"

Lennox smiled, already imagining running to Sarah, dignity be damned, and hoisting Annabelle into his arms. "Yeah. Annie's growing up so fast… I'm missing so much by not being there with her."

"But everything that you're doing is to protect her," Mikaela reminded him. "You want her to grow up safe, preferably in a Decepticon-free world."

"Children don't belong in war," Ironhide said gruffly. "It's what Prime says all the time. They deserve a chance to grow up in peace."

"Do you guys have children?" asked Mikaela. "On Cybertron?"

"There haven't been any sparklings for a long time," Ironhide answered. "Bumblebee was one of the last Sparked before the Allspark was lost."

"You can't reproduce without the Allspark?" Mikaela inquired. "That sounds so… sad."

"There is… another way, but those with the capability are now so rare that we've depended entirely on the Allspark for millennia." Ironhide changed the subject. "There have been no Decepticon sightings near Tranquility in at least two weeks."

"Well, that's good, then," Mikaela said.

"Not quite," Ironhide rumbled. "We don't know what they're up to."

"Don't make us worry, 'Hide!" said Will. "It's Christmas, for crying out loud!"

Ironhide sighed. "I don't think that matters to the Decepticons."

* * *

"Jesus slagging fucking Pit-fragged Christ _dammit!_"

Jazz winced—he hadn't even _understood_ half of that, but he got the idea. Mikaela stalked past with a stormy face, muttering a combination of human and Cybertronian oaths under her breath.

"Hey, Mikaela, everythin' okay?" he ventured. She kept right on walking. _Not exactly what I'd call the spirit of holiday cheer,_ Jazz thought, and followed easily, taking one step for every three of hers. "Hey. What's up?"

"Nothing," Mikaela ground out unconvincingly, stomping on. She burst into the nearly-completed… what was the human term? Jazz wracked his processor… _oh, yeah…_ gym_... Funny word for a training room… but humans are humans…_ making straight for a human-sized punching bag. Jazz hung behind her as she pummeled it, no real style involved, but she made up for it with pure fury. The erratic rhythm of her thumping fists filled the room.

Jazz watched silently, trying to discern the reason behind this violent behavior. Mikaela was one of his favorite humans—she had such passion, such intensity, and she genuinely cared about them, enough to become Ratchet's assistant of sorts.

"Hey," he said again. "You can tell me anythin', Mikaela. I won't say a word to anyone." "Anyone" in this case being Sam, or Optimus, or anyone who would poke their olfactory sensors into her business.

"It's _nothing_!" Mikaela snapped, breathing in ragged gasps between her words as she stepped up her efforts to reduce the punching bad to a flattened heap. Jazz waited patiently. He knew she would tell him eventually; she had to let it out soon.

"I _hate_ them," she burst out violently, baring her teeth at the imagined foes. "I hate them all! The Decepticons come to our planet and wreck our cities and kill our people… and everyone's scared to death because we can't _stop_ them, there are too many and only five of you guys here so far… and we're just… pathetic humans and we can't… slagging _do_ anything…"

Her punches grew increasingly sloppy and angry tears shone on her face. "And Sam is breaking down and Optimus is trying to hold us all together and all I can do is work with Ratchet and that's not enough and… and I just…"

She broke down and fell against the punching bag, banging her fists against it uselessly. "I feel so helpless!" she cried. "I'm just a human… just a tiny little organic female… and I feel like I can't do anything to help you!"

Jazz gently reached out and picked her up. She curled up in his hands, gritting her teeth as she tried to stop crying. "Hey, it's okay!" he said. "Come on, Mikaela, don't give up. We're gonna kick those Decepticons from here to Triax Delta, 'kay? We won't let them win. I promise."

"I want to help," Mikaela muttered.

"You're already doin' so much for us," Jazz answered emphatically. "You're puttin' up with Ratchet, for Primus's sake! You're helpin' out in a way that most people'd never do. Now, I'm not gonna be able to say this as pretty as Ratchet, but it's not easy bein' a medic, and that's what you decided to do. It's a lot harder to wait for us to come back than it is to run around chasin' 'cons. You _are_ helping, Mikaela, lots more than you know. So don't give up, 'kay? Stay strong."

The girl processed this, drying her face on her sleeve as she schooled her expression back to its normal undeterred state.

"We'll kick some Decepticreep skidplate," Jazz added, putting her back down. "No frowns, all right? Cheer up. It's almost Christmas!"


	6. The Big Apple

**6. The Big Apple**

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* * *

**

From Staten Island to the Bronx, New York City burned. The smoky sky glowed red in the sunset. In stark contrast to the earlier pandemonium of sirens, explosions, and screams, the only sounds to be heard were the crackling of flames and the dampened roar of jet engines. Perhaps for the first time in history, New York stood empty. The normal jumble of traffic filled the streets, but car doors were open. All were deserted.

Skyscrapers jutted out of the wreckage, also empty, many half-destroyed. Only the tallest skyscrapers had been spared; other buildings were heaps of scrap metal. The Statue of Liberty was scarred and pitted and missing her head.

Six fighter jets held the air above the city, patrolling for any stray humans that remained. None were to be found. One jet spiraled up first over Manhattan and began to change. Plating shifted, wings flipped, and when the grinding of gears had stopped the plane could scarcely be recognized as such. It looked more like a bird, if any bird on Earth were ten meters tall, made of metal, and sported vicious-looking cannons on either arm. The creature alighted at the very top of the Empire State Building, clicked to itself in pleasure, and crowed in a language of mechanical shrieks and squeals.

"The humans are gone and the city is ours," he called. "I want this one. I earned it."

Before he could get comfortable, a second fighter jet screamed past, came around, and fired. The first creature squawked as it tumbled off its perch along with half the roof. The second transformed smoothly, and with practiced ease the Air Commander of the feared Decepticons, right-hand mech of the Supreme Commander Megatron, designation Starscream, landed where his subordinate had been kliks before. He was sleeker than the other, more adapted to the new form than his companions, having been the first to arrive on this organic-populated planet. He was also smaller, but what he lacked in size he made up for in volume, demonstrated as he unleashed his vocal processors on the other Seeker.

"_Earned?_ _I'll_ decide when you've earned something, Thrust, and if you think that chasing a few puny fleshlings out of this city gives you any talent in my eyes, you need your processor checked."

"But Starscream…!"

"And I haven't forgotten the debacle at Detroit," Starscream continued, his voice going up an octave as he recalled the humiliating defeat. "If it weren't for your trine's miserable performance we might have taken the city. You were worse than the Aerialbots, all three of you!"

"And that's saying a lot," a third Seeker quipped, landing near Starscream. A cannon shot throwing up shrapnel at his landing struts made him leap back into the air, startled.

"This building is mine," snapped Starscream. "Suitable only for the best."

"Aw, Screamer, you're so full of it," the third mech said with a chittering snicker. Starscream fired up his thrusters and streaked for him. They grappled in midair until the commander noticed another interloper in his chosen territory. Without missing a beat he disengaged from the fight and fired on the intruder, making him take off, rubbing the cone-like protrusion on his head.

"Listen, all of you," Starscream spat. "This is _my_ territory. Stay away unless you want a taste of my null-rays!"

"But…" Thrust whined. "Where do we stay?"

"Far away from _me_," responded his commander. His optics fell on the buildings on the other side of the river. They were fewer, shorter… perfect. "Thrust, Dirge, Ramjet, across the river. You weren't any help in taking this city… why should you get the spoils?"

The three coneheaded mechs retreated sulkily. The other two circled Starscream's perch, one sporting sparking wires from the midair tussle.

"And us?" the uninjured one inquired.

"This island is ours. Take any building you see fit."

"Well, it's not Vos, but for a fleshy city it's not too bad," the wounded one said.

They flew off to find another building, leaving Starscream alone. He took a moment to feel very satisfied with himself—not difficult, since he felt this way most of the time. Now that they had taken this city, their conquest of the sector called the United States of America was complete… _nearly_ complete, he recalled, wincing at the memory of Detroit. Detroit, and Seattle, rendering the northernmost band of the sector and the rest of the continent to the north out of reach. Ah, well. The Decepticons held the south, as well as the northernmost part of South America. The Middle East region, the South Pacific region, Japan, Korea, the British Isles, the Mediterranean… Soon the Decepticons would wipe out the humans' futile resistance, destroy the Autobots, seize the Allspark and make their glorious return to revitalize Cybertron. All he had to do was ensure that it was _he_, Starscream, not Megatron, who led the Decepticons to this triumph…

The Seeker couldn't help but preen a bit at the thought, straightening plating dislodged by Skywarp in their spar as he imagined Megatron on his knees, paying in full for every time he had humiliated Starscream, punctured his wings or scratched his armor…

His pleasurable imaginings were interrupted with the landing of one of his wingmates. "Get off before I blast you," he growled, annoyed that the other Seeker had jolted him out of his blissful reverie. If it had been Skywarp he probably would have shot him anyway, but he recognized the deep rumble of Thundercracker's voice and engines and held his fire, not bothering to turn around to see.

"None of the other buildings are quite as… imposing." To the Seekers, height meant power, which was the reason that Starscream had claimed this particular skyscraper. "I do like a taste of power… just like you."

Thundercracker drew close enough that their energy fields overlapped. Starscream _did_ turn his head now, wary. In the Decepticon ranks, one only held power for as long as one could defend it. His wingmate had never openly given a reason to distrust him, but Starscream was wary of Thundercracker all the same. He was quiet, in speech at least, and quiet mechs made him nervous… he never knew what Thundercracker was thinking.

"Well?" the blue jet murmured. "You decide… have I earned it?"

Starscream sized him up, his turbines stirring in response to the growl of the other mech's engines. Slowly, he smirked. "All right… you may stay."

In a grumble of turbines, Skywarp landed on his other side, smirking. "Does that mean I get to stay too?"

Starscream scowled. "I'm not sure about you. Calling me that horrible nickname in front of the coneheads… you deserve punishment."

"And won't that be easy if I'm right here with you," Skywarp purred, coming close enough not only to touch with his energy field but with his armor, scraping gently against Starscream's. "Besides, you let TC stay… we're one of those 'buy one, get one free' deals the humans are so fond of."

"If you prefer, 'keep your friends close and your enemies closer,'" Thundercracker added, imitating him. Starscream's turbines spun in response and he smirked.

"As long as I determine exactly _how _close."


	7. Notice

**7. Notice**

**

* * *

**

Simmons crouched in an alcove, silent, absolutely still. In his inner breast pocket was a tiny storage device, the one that now held Sector Seven's complete database. Behind him, he had left a small fire which would spread rapidly and consume the paper archives, which the aliens weren't likely to be interested in anyway. Still, Simmons had always guarded his life's work jealously; if he were to die in the coming conflict, which he probably would with all those damn Decepticons running amok, nobody else would ever sit in the dusty silence of the archives, rapt attention concentrated on the spindly writing of his grandfather, one of the founders of the secret government agency.

It had been his inheritance, of sorts: the records, the base, the Cube, the Ice Man. Sector Seven. He'd inherited a mission so great and terrible that it was concealed from nearly every person on Earth: the mission to save humanity, to defend the Earth at all costs in the case of an alien attack.

And see how well _that_ turned out.

Well, Simmons wasn't a man to sit by and watch some wet-behind-the-ears kid and some giant robots who looked an awful lot like the enemy take over his job. So they were all honorary agents of Sector Seven, and technically under his command. At least, the humans were. There were no appropriate levels of security clearance for the leader of an alien race and his chief lieutenants, so Simmons had invented some. The Autobots were their primary source of information about the enemy, at the very least. More commonly, they were valuable allies and/or weapons of mass destruction. Not only did they know each Decepticon by name ("designation") and rank, but they knew their "alt-modes," their abilities, their normal teams, how much in favor with the Big Boss himself they were. And they kicked some serious ass, too… Simmons would be the first to admit that the Autobots could easily clobber anything the humans threw at them, and they weren't bad in a fight with the Decepticons.

Smoke drifted down the hallway and Simmons decided he'd listened long enough; it was safer to move. He knew the labyrinthine passages of the Hoover Dam base by heart, which the Decepticons didn't. He knew all the tunnels too small for the Decepticons to follow him down, except maybe the spastic hacker-ninja-freak.

There was a sentinel he had to pass, an innocent-looking police car sitting in the main entryway. Simmons hesitated. There were other routes he could try, but this was the quickest way to where Jazz waited. The next entrance meant another hour's walk, and that meant another hour during which he could be detected, and he'd have to pass by the fire.

This Decepticon hadn't been there when he'd entered. Was it possible that he'd already been noticed and the guard had been posted to halt his return? No, he'd been too stealthy for that. The 'con was out here on its own, for whatever reason.

Simmons chanced a step closer, narrowing his eyes. The "car's" engine was silent, its lights off. It didn't move or make any sign that it had spotted him. Was it pretending or truly oblivious?

Or… he cocked his head, slipping out of the hallway and into the shadows at the entryway's edge. Still the Decepticon remained still and silent. A bird fluttered down to land on its sirens; not so much as a flicker of life. If not for the incriminating purple symbols, the car might have been an ordinary Earth vehicle. It sat in the sun; Simmons could see the heat rising from the dark metal. The logical conclusion formed in his mind: the Decepticon had come out here to sun itself and had, for all intents and purposes, dozed off.

This made little difference in the stealth needed to pass it. It hadn't stirred at the bird's activity, but something as large as a human might alert its sensors. Simmons kept his movements as close to silent as possible as he skirted around the entryway/hangar's edge, eyes fixed on the false police car, scarcely breathing. Something clinked under his feet and he froze, staring rigidly at the Decepticon, but it continued its nap with no sign of transforming into an even deadlier robotic mode.

It felt like an eternity, though it took only fifteen minutes to cross out of the entry, pressing up against the wall or creeping along on the ground. All the while the police car remained at rest.

Simmons escaped the area and broke into a run as soon as he was reasonably sure that he was out of range of the Decepticon's scanners. Jazz was waiting around the first bend, engine idling. The agent dove into the driver's seat and the Autobot shot off even before Simmons' foot reached the pedal.

"Got the goods?" Jazz's voice asked from the speakers.

"Less talk, more drive!"

* * *

"Hey, have you noticed how relations between our benevolent overlords have been going downhill recently?"

This statement failed to impress Barricade, who was more concerned with soothing his damaged ego. After a pitiful insect had snuck in and burned down Hoover Dam around his audio receptors…! The incident had made him the butt of more than a few jokes among the Decepticons. Barricade was notoriously good at what he did, so they all enjoyed seeing him finally take a fall. But at least Blackout hadn't laughed at him—he was just about the closest thing to a friend Barricade had outside of Frenzy, who didn't exactly count. Besides, he knew all about the surprising resourcefulness of humans… he had nearly lost his symbiant drone to the soldiers of this sector.

He scrubbed a bit harder, trying to get a stain out of the blades of his left flail. These organic creatures were so disgusting, with all their strange fluids. At least other mechs' energon could be counted on to be more or less clean. "How so? I haven't seen them together much."

Blackout snorted. He joined Barricade at the wash station, detaching his tail rotors for a scrubbing as well. His blades, Barricade noticed sourly, only had energon on them, rather than organic filth. "That's because Screamer's sulking in that city the Seekers claimed. Megatron's basically assigned him squishy guard duty… they've got an organic that's worth something up there."

"An organic that's worth something?" Barricade repeated skeptically, a grin twisting his mouthplates. Blackout scowled and deliberately splashed some of the solvent on Barricade's armor.

"You know what I mean. Some sort of ranking officer. Head of this sector's defense."

He couldn't say he felt sorry for Starscream… the Seeker always pressed the wrong buttons, said things that got right up under Barricade's plating. And he always seemed to look down on the groundpounder with an air of insincere… pity. As though he _knew_ something about the hazy blot that had taken the place of Barricade's memories and these occasional inconvenient glitches of his.

They were getting worse. Most recently he had come up against an Autobot in Tranquility, after the Allspark had been spirited away by the Witwicky fleshling—the small silver bot with the big attitude. And he, Barricade, Decepticon warrior, whose designation was known and feared by both factions, had _hesitated_. In the heat of battle, he'd stopped, unable to attack—and strangely, the Autobot hadn't even taken advantage of it, but had stared right back at him.

He felt a pang of guilt—he should have told Frenzy about the incident, so the little hacker could check his systems _again_… but some small, irresistible whisper in the very back of his processor had stopped him.

Barricade wanted to know what was causing this… this malfunction. He had accepted Frenzy's story at first, when it had been a rare occurrence, but now it became ever clearer that the Cassetticon was lying to him. Perhaps on Soundwave's orders, but lying nonetheless.

Trust was key to the close partnership they had, as foolish a concept as it was among their kind, and something had broken that trust.

Barricade dragged his processor back onto the subject. "Megatron and Starscream have always been that way."

"Not like this," Blackout persisted. Something in his expression told Barricade that the other Decepticon was not merely spreading gossip; he was truly serious. "I've never seen them like this before. I was here the last time they were in the same room, and this was _nothing_ like usual. Looks like something big happened between them… wish I knew what."

Barricade grunted in agreement. What could explain this? He'd thought Megatron and Starscream never truly surprised each other anymore. Had Starscream finally crossed a line, or had Megatron?

"Hey," Blackout suddenly said, perking up. "The little hackerbot of yours, maybe he could find out what's going on. He's linked to Soundwave, and that bot knows _everything_."

"I'll ask him." Frenzy was currently with Soundwave, doubtless filling his creator-brother in on everything he had absorbed since their last meeting. "He's curious enough, so he shouldn't be too hard to convince."

"I wonder how Screamer managed to frag off Megatron this time… must have been something pretty nasty."

Barricade hummed in agreement, drying off his flail and admiring the way the blades shone before retracting them and attaching the entire construct to his systems. "Or how Megatron fragged off Starscream."

"Starscream's _always_ fragged off by Megatron."

"Good point."


	8. Possession

**8. Possession**

**

* * *

**

John Keller wished he could say that the cockpit was cold or that the seat was uncomfortable, but the jet's interior was pleasantly warm and the pilot's seat seemed perfectly molded to his body. In any other situation, this combination would have lulled him to sleep – he wasn't as young as he'd used to be, and he appreciated what rest he could get from orchestrating the defense of the United States, particularly recently.

At the moment, however, the Secretary of Defense didn't feel like sleeping. His throat and mouth were dry with fear, his fists clenched in his lap and his whole body tense and aching. The sky outside was dark, obscuring his vision, but he knew that the other two jets lurked somewhere nearby. The soundproofed cockpit was still. he could feel the vibration of the engines, but all he could hear of them was a low hum. Aside from that and his own breathing, the confined cockpit was silent.

His head throbbed. Keller reached up to massage his temples. He needed to think, he needed to plan. He had to do everything in his power to escape.

But the options were few, here, fifty thousand feet up and literally entombed in the belly of the beast. He didn't know where they were going. Of the Decepticon-held regions, it was unknown which was the true base of operations. They could be taking him to the underwater stronghold, the crashed ship. They could be taking him to the Japan base, domain of Soundwave. They could be taking him to the moon base, the Outback base, the London base. They might even be taking him to the New York base, the new home of the Seekers.

Wherever they were going, there was slim hope of rescue. The Decepticons would keep him secure. His only hope was that the Autobots would capture a mech with whom to bargain. He knew it would have to be a Decepticon of the highest rank – Soundwave, for instance, or Starscream, but neither were likely to fall into Autobot hands.

"Just like old times," a disembodied voice purred, and he jumped. _Speaking of Starscream._ By the stories the Autobots told, he shouldn't have expected his captor to remain silent for the entire journey. He humored the jet – if he kept it talking, perhaps he could learn something useful.

"Old times?"

"On Cybertron," Starscream answered. It was eerie to hear his voice as though he were standing right in front of Keller, eerier still to wrap his mind around the idea that the _plane_ was speaking, not someone over the radio. "In the early days of the war. Those were the best times… I can still hear the screaming."

Keller shuddered. Starscream must have felt it, for he chuckled darkly.

"It's a messy business, Mr. Secretary. Declaring war on a country is one thing… we declared war on the entire planet. And now we've done the same thing here. The parallels are amazing. Except your planet will be so much easier to conquer… you are divided. You have no united government. Each country stands alone. It makes things so easy."

"The Autobots will stop you."

Starscream's laugh made goosebumps rise on Keller's arms. "They couldn't stop us before. Why should this be any different?"

"The Allspark—"

"—will be their undoing," Starscream interrupted smoothly. "We will take it. And when we do, your entire pitiful species will be deleted from existence forever."

* * *

Winter had fallen over New York City. Normally the streets would be illuminated by Christmas lights and bright advertisements, bustling with shoppers and people wishing they were home for the holidays, loud with taxi horns and shouting. Now, however, there was silence. White that was normally smashed into muddy piles or melted into slush now blanketed the deserted streets and the shattered buildings. Skyscrapers jutted out like broken bones; the only structures spared were the very tallest, and even those had been half-destroyed.

Former Defense Secretary John Keller shivered as he watched snow fall outside of the relatively sheltered, half-destroyed top floor of the Empire State Building, desiring nothing more than to be elsewhere, sitting down to a Christmas Eve dinner with his family. He could almost feel the warmth of a merrily crackling fire, almost see the decorations his wife always put up around their home, almost taste the steaming turkey. He closed his eyes and drew his nest of blankets closer about him, imagining the voices of his loved ones and the soft croon of some good Christmas jazz, the warmth of his own home, the safety and comfort offered there.

The roar of turbines jolted him out of his light doze, reminding him that this December would not be one for celebrations; his family was in hiding and his home likely destroyed, and he himself was held hostage by deadly alien mechanoids from a distant galaxy… and not just any of the enemy faction, but Megatron's most feared warriors, his trio of false fighter jets.

In they swooped, one by one, materializing through the snow in a triangle of death—perfect formation that would make any Earth pilot envious—and the building shuddered as each transformed into his natural bipedal form and landed with alien grace. He knew each of them intimately, now; knew their names, their personalities, their weapons and physical specifications. To the left Skywarp, his version of the F-22 painted black with highlights of purple, somewhat smaller than his wingmates—not visible to the unpracticed eye, but Keller watched them often enough to tell. This one was a loudmouth, a trickster with a twisted sense of humor. Keller had seen his teleportation ability, the technology that left humans at such an immense disadvantage. No mech could have bent the power to a more vicious fulfillment.

To the right Thundercracker, Skywarp's opposite in temperament. There was something subtly terrifying about him—he was the quietest in voice but the loudest in action, literally, the roar of his engines causing his enemies' courage to wither from miles away. He was unsettlingly sane; when he looked at Keller, the Secretary could almost _feel_ the gaze dissecting him, see the calculations going on behind the blood-red optics. When Thundercracker spoke, the others listened. He gleamed darkly blue, once Keller's favorite color but now it utterly revolted him and he would never, ever look at the blue sky without recalling the chilling sheen of Thundercracker's armor.

And riding on point, the crowning vision to which, apparently, all Decepticons aspired, Starscream. The trine's leader was the perfect Decepticon: treacherous, brilliant, deadly. Keller would sooner face a thousand Skywarps and a hundred Thundercrackers than Starscream. Skywarp's malicious glee he could stand; Thundercracker's sinister calm he could endure; but Starscream was worse than both combined. As the Seeker assimilated to his chosen disguise, his frame had slimmed and his armor had shifted, molding him into an aerodynamic killing machine suited for speed and destruction. Keeler had seen his arsenal at work; he knew the damage Starscream could inflict with missiles, cluster bombs and those devious "null-ray" cannons mounted on his arms. But even aside from his sheer destructive prowess, the tan-and-red Seeker was a terrifying opponent. He knew just how to inflict massive psychological damage in addition to the physical. He was biting, sarcastic, cynical, witty, and worst of all he was an adept liar, and Keller could never tell when Starscream was telling the truth, or when he was weaving an intricate web of lies to make the human doubt himself.

"Cold, Mr. Secretary?" Starscream asked as he stalked towards the makeshift cage. Before Keller could answer, the jet dumped a fresh load of blankets on top of him, making him claw his way out. The new blankets were still cold from the flight; Keller wondered vaguely where he had gotten them. By the time he found his way back to the air, Skywarp was whining at Starscream. Keller read the signs in their familiar body language… Starscream wasn't in a good mood, Skywarp was bored, and Thundercracker was wisely keeping out of the way, lurking in the shadows with only his optics visible through the gloom.

"But I'm _bored_," Skywarp griped, confirmed Keller's guess. His voice dropped an octave as he sidled closer to his commander. "I want to _play._"

"Not now," Starscream growled, clearly in a bad temper.

"How about him, then?" Skywarp suggested, swinging his head to stare at Keller. "Can I play with him? I won't _squish_ him."

"No."

"Starscreeeam," Skywarp whined, slumping with a clatter of metallic plates. "What's got you in such a grumpy mood?"

"Megatron," Thundercracker put in quietly.

"Shut up!" Starscream hissed, rounding on him with a slash of his claws. The other Seeker didn't flinch, not even when faintly glowing energon welled up from the fresh set of scratches on his faceplates. Keller was no longer surprised by their random outbreaks of violence; none of them seemed to hold it against the others.

"I want to do something fun," Skywarp pouted.

"Me, too," Thundercracker added unexpectedly. Starscream glared at him, but after a moment he smirked.

"I know a game," he purred. "A game that we can _all _play."

He slunk to the oversized globe that one of them had brought in. It was marked all over with Cybertronian glyphs marking the positions of Autobot and Decepticon forces. With a twist of his taloned hand, he set the globe spinning. He prowled around it, each step slow as he held a single claw over its surface, and his optics gleamed as he looked at Keller. "Your call, Mr. Secretary."

Keller kept his mouth shut, glaring at the mech, but his defiance was short-lived. Thundercracker plucked him from his nest and he cried out in surprised pain as a razor-sharp claw pierced his shoulder. Starscream's claw dug into the globe, arresting its rotation. His smirk sent shudders crawling up and down Keller's spine.

"Houston, Texas," the jet read, and Skywarp's engines revved in anticipation.

"Think there's anyone still there?"

"We'll see," Thundercracker answered, dropping Keller back into his nest-cage.

"And we'll give you all the details when we get back," Starscream added, optics glowing brighter. Keller clapped his hands over his ears as the three took off. Only when they were out of earshot did he pull his blankets closer about him, using one to staunch to bloodflow from his shoulder. He miserably tucked his chin into his chest.

_It will end_, he reminded himself. He was an old man, after all. Death couldn't be far away. Not much longer, and he wouldn't have to endure Skywarp's unpredictability or Thundercracker's stares or Starscream's mockery. _Even this shall pass._


	9. Tranquility

**9. Tranquility**

**

* * *

**

It was New Year's Morning in Tranquility and the small town, utterly insignificant and normally ignored, was burning.

The mech responsible was enjoying himself. Thoroughly. Another explosion and the screams accompanying it made Starscream laugh as he fired off a few more careless missiles. The amount of destruction that one resourceful Seeker could wreak in a human city delighted him.

Starscream's comrades were below, chasing down humans, but they weren't the ones causing the most bloodshed and he knew it. Oh, he had earned his energon ration tonight!

The little yellow Autobot fired on him from the cover of a half-destroyed building. Starscream sneered – those solar cannons didn't have the range necessary to hit him. But he graciously descended to make the game more fair, laughing out loud at the miserable aim. Finally, tired of the game, Starscream fired back, sending the Autobot flying. He landed on top of the yellow 'bot, digging his talons into the smaller mech's chestplates.

"Your aim is poor, Butterfly," he laughed. The Autobot squirmed and cursed. "What's wrong? Uncomfortable?"

"You'll never get your claws on the Allspark!" Bumblebee spat. Starscream's optics scanned the surroundings.

"Where's your little squishy friend?" he asked. "Aren't you supposed to be protecting him?"

The Autobot thrashed more than ever, blue optics cold. The Seeker smirked.

"I'll let you go," he said," but only because I want to see your face when I crush the life out of him."

He took off, making sure that the heat from his engines burned the yellow 'bot.

* * *

Explosions made Will Lennox's eardrums rattle, but he didn't look up from the rubble through which he was frantically shifting. Someone's home lay in pieces around him and little fragments of life met his bleeding fingers. Broken glass, torn fabric, chairs, half-burned scraps of photos all sifted past his hands. He wasn't looking for the evidence of life, but the life itself.

"Will, we gotta go!" his silver protector warned; Ironhide was elsewhere, but Lennox could hear his friend's cannonfire and bellows from several streets down.

"Just a couple more minutes," he called back. "Help me look!"

Three-fingered hands shifted through the wreckage with him, magnetic fields easily moving metal. But that left wood, heaps of it, and the explosions still went off. Jet engines roared overhead and Jazz seized Lennox, shielding him with his tougher body, but Starscream hadn't been aiming for them. A house two streets away vanished in a fireball; Lennox prayed that the inhabitants had already evacuated.

"We can't stay!" Jazz insisted. "We need to go."

"I have to find them," Lennox answered, straining towards the rubble. "It was my job, I promised the kid I'd get them out of here!"

"And what about your little girl? You gonna leave _her_ without a dad?"

The Autobot knew how to tug a guy's heartstrings, Lennox thought, seeing Annie in his mind's eye. He slumped, defeated.

"Jazz to Optimus," the mech said out loud. "I'm takin' Will to base, back in a klik."

"Hurry," Prime's voice answered from his "ear" area. "Have you seen Sam? We lost him in the confusion."

"I'll keep my optics focused," Jazz answered. He set Lennox down and transformed, opening the passenger-side door. As the soldier approached, they heard a shout from behind them. Simmons sprinted up, alone.

"Where's Mikaela?" Lennox asked. "I thought she was with you."

"Lost her," Simmons answered gruffly, hopping into Jazz's backseat. "The Wickitys?"

Lennox glanced back at the demolished house. "Gone."

Both men were momentarily silent as Jazz accelerated away, dodging fire and Decepticons on the way to Autobot headquarters.

"Christ," Simmons murmured at last. "I'd hate to be the kid right now."

* * *

The kid in question yelped and ducked behind a standing wall as the ground rocked beneath him. Barricade's clawed hand snapped closed on the air where Sam had stood just a moment before. The mech's furious snarl chilled him to the bone.

"The _Allspark_, fleshling! Give it to me!"

"As if!" Sam yelled back, darting away as fast as his legs would carry him, dodging through a doorframe just in time. He knew from experience that Barricade was faster than a human could run, so his only chance was to move from obstacle to obstacle and hope that someone would come to his rescue. He cradled the Allspark protectively in his arms, clutching it to his chest.

"I will destroy this entire town and finish with you," Barricade vowed. "Would you prefer to see all the humans here die in agony? Give me the Allspark and I will make their deaths quick and painless!"

The thought of Miles and Mikaela screaming under Barricade's claws made Sam shudder, but there was more at stake than Tranquility, more even than the Earth. If the Decepticons took the Allspark, the entire universe would be dominated under their cruelty and Megatron would reign supreme.

"Never!"

A nearby explosion made Sam fall to the ground, shielding his face . Flying shrapnel tore his clothes and skin. When he looked up, Barricade loomed over him, a gyroflail dangling menacingly just above Sam's nose. The boy lay paralyzed with terror as Barricade reached down…

…and suddenly the black mech was blown aside by a pulse blast and Sam cried out in relief, recognizing the work of Bumblebee's solar cannons.

"Are you all right, Sam?" his guardian demanded, scooping him gently up in his hands. "Are you injured?"

"Just some scratches," Sam answered.

"We must return to headquarters. I'm afraid that there's nothing more we can do for your home, Sam."

The boy looked out over the burning ruin and tightened his grip on the Allspark. "I know," he answered softly. "Let's go."

Bee set off at a run, doing his best to avoid enemies. "I know what it's like to lose a home," he said. "The Decepticons destroyed the city where I was Sparked… and then we were forced to abandon Cybertron as well."

"It'll be okay. We've got each other, right?"

"Right, Sam."

The world erupted into flame and debris. Bumblebee stumbled, shielding Sam with his hands.

"Go, Sam," he urged, lowering the human to the ground.

A familiar roar sent a chill down Sam's spine. "_Where is the Cube?_"

"Run! I'll hold him off!"

Sam didn't pause to question his guardian. He took off running, the Allspark clutched like a football in his arms. The sounds of clashing metal chased him and he sprinted even faster. The sooner he got to safety, the sooner Bee could follow him.

The entrance to Autobot headquarters yawned before him; Ratchet waited there, ready to close the great doors once everyone had safely entered. Sam stopped at the entrance and turned.

The sight burned itself into his memory and his nightmares. Megatron stood over the small yellow mech, one massive pede pinning him. He reached down with one fearsome, clawed hand and wrenched open the trapped 'bot's chestplates, reaching inside and brutally wrenching out a delicate ball of blue light. Red optics glowing in cruel satisfaction, he crushed it in his hand.

Sam heard another voice screaming alongside the terrible electronic wail. After a moment, he realized it was his own.

"_Bumblebee!_"

Vaguely he realized that Ratchet was holding him back from running out of the safe haven. "No, Sam! There's nothing you can do!"

"Bumblebee! No, let me go, I have to help him! _BUMBLEBEE!"_


	10. Irresponsible

**10. Irresponsible**

**

* * *

**

He really couldn't resist.

Barricade smirked through the viewport as Hook bent over the prone Seeker. A nano-klik later an electronic scream exploded from the heavily wounded mech, dampened by the medbay walls but still loud enough to ring in the cruiser's audios. Knowing Hook and his brutal methods, the repairs were usually more painful than the actual injuries. Good. Barricade firmly believed that Starscream deserved everything he got.

The screaming went on for several breems. Barricade was the only one lingering outside of the medbay—in spite of Hook's repeated assurances that the radiation wasn't actually harmful to mechanical life-forms, they still wanted to maintain a safe distance. He was surprised that more didn't wish to take advantage of the second-in-command's disabled state. Barricade himself wasn't interested in murdering Starscream… an unusual mindset for a Decepticon… in his opinion, living would bring the jet more pain.

Finally Hook's work was finished. He left the medbay muttering, covered in energon. Barricade slipped in once he was gone. The medbay was a mess. Energon was splattered everywhere, equipment lay around haphazardly, and in the center of it was Starscream.

The Seeker was in no better shape than his surroundings. One half of his frame was twisted and melted; his legs were new, just attached by Hook; one of his optics was cracked and dark. He looked barely more than a pile of scrap. He glared at Barricade through his remaining optic.

"What do _you _want?" he rasped, his voice half-obscured by static.

Barricade smirked. "To enjoy the view, of course."

"Go slag yourself."

"You deserve this, you know," Barricade purred. He was glad Frenzy wasn't with him—he didn't want to share this with anyone else. Starscream's optic flared, but he refrained from speaking. Barricade's smirk widened. Oh, this was _delicious_. "You couldn't even detect the invaders, and they were under your landing struts."

"Like _you_ could have done any better," Starscream snarled.

"And then you let them steal back their big-time squishy, and detonate a bomb right underneath you!"

"Why would they destroy their own city? We had no reason to believe they would do something so—"

"And lost three of your Seekers!" He paused for effect, then added, viciously, "And a half."

Starscream made no reply, but his optic narrowed in a deadly glare and his claws curled into a fist.

"Excellent work," Barricade concluded, showing his fangs in a grin. "In one fell swoop, we are left with two… shall we say… sub-par Seekers and one who can barely move. Oh, we can take the Autobots now. Why not return to Cybertron and retake it in one glorious battle?"

"I fail to see how this is my fault," the incapacitated Air Commander hissed.

"You were responsible for them," Barricade said, meeting Starscream's glare unflinchingly. His Spark surged as he spoke; he wasn't sure why. These were Autobot sentiments spilling from his vocalizer. Surely there was no reason in his programming to get so passionate about this, and yet, each word left him with crushing force, the full weight of his Spark behind it. "In a command position you have mechs' lives in your hands. You take credit for their successes and blame for their failures. Every error is your error." He changed his tone, realizing just how much he sounded like an Autobot. "You could have done more to save them. You _know _you could have."

Whether it was true or not, the jet's emotional state at the moment was confused enough that he flinched guiltily.

"They were your wingmates… your bondmates… and you let them die. You might as well have done it yourself."

"That's _not—!_" Starscream started to shriek, but the strain was too much for his damaged vocal processors and his voice dissolved into static. His signal nagged at Barricade's comm, clamoring for a connection, but Barricade shut him out. Let the Seeker scream in silence.

"You can't change it now," said Barricade. "Doesn't that hurt?"

Regret was agonizing. Barricade knew that nothing hurt more. Starscream confirmed that by shuddering against the restraints that held him to Hook's operating table. He found his voice again, but it didn't explode from his as it had before. It was painfully quiet and still riddled with static. Barricade nearly laughed at the tone—it was almost plaintive, almost like a sparkling, desperate—but something stopped him.

"I couldn't… everything was on fire… it just… _exploded_, there was nothing we… I could have… I couldn't have… _everywhere_, things flying… things falling, burning… _pain…_" Suddenly he wailed as though someone had stabbed him through the Spark, until his voice crackled back into silence. In spite of himself, Barricade was unnerved. Unease crept over him and he backed up. This was not what he had expected. He had expected anger, flashing optics, spat curses… not this helpless despair. He had heard of the pain of losing a bondmate, and this pitiful mech had lost two at once.

Disturbed and not sure why, Barricade retreated.


	11. Penance

**11. Penance**

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**

The room was dark and quiet. The only sounds that reached Simmons's ears were his own breathing and the low hum of the computers; the only illumination was a few pinpricks of glowing light coming from the various consoles. Simmons had turned off the monitors to escape for a moment. He stared into the darkness and wished to remember some peaceful, alien-free time. But he had worked with NBE-1 – with Megatron – for so long that he couldn't imagine an existence of blissful ignorance to the threat hiding somewhere among the stars. Even when he had been a child, his father had always been going on about the "Ice Man." While the others could close their eyes and take their minds off to a quiet memory, Simmons could not. So he say in the room containing all of Sector Seven's files, digitalized or otherwise, everything, ever, and pretended to sleep.

But even his dreams these days had been restless, filled with images of fire and destruction and death. London. Mexico City. Tokyo. New York. Los Angeles. Washington, D.C. Nearly the entire United States as well as half the rest of the world lay in Decepticon control. Never in Simmons's wildest dreams had he imagined that NBE-1 and his kind could wreak such havoc. As long as Megatron had been in his forced stasis, that had foolishly believed that they were invincible. They had not prepared.

And now the world was deadlocked, the conflict for now at a stalemate. It would take some bold actions on either side to swing the war one way or another, but for now both races were circling, gauging the other's strengths and weaknesses, formulating strategies, solidifying their positions. The tension was almost suffocating.

The disadvantage to turning off the computer monitors and shutting off the lights was that now he had nothing to distract him from the memories he _did _have… no memories of peace, only memories that made him sick or disgusted or ashamed. All that he could think of was the poor Witwicky kid, carting around the Allspark to keep it away from the enemy.

Thinking of Witwicky made him think of the little yellow Autobot. He couldn't even remember its name – _his _name. He'd have to find a tactful (for Simmons) was to ask. Seymour Simmons didn't often feel shame, but, oh, he felt it now. Maybe things would have turned out differently if he hadn't grabbed the kids, if he hadn't ordered the yellow bot's capture. Maybe if they'd teamed up sooner, destroyed Megatron while he was frozen and helpless, this war could have been averted. Maybe all those people needn't have died.

Simmons remembered Tranquility, the explosions and debris that had separated him from the girl he'd been supposed to protect. He'd searched and searched, but Mikaela Banes had disappeared.

Missing, presumed dead. Cold, impersonal words. They said nothing of the pain Witwicky had endured hearing them. They couldn't express anything about the girl they tried to describe, the young woman Simmons had gotten to know and even respect.

So now Simmons sat in the dark with his regrets, wishing he'd done something differently. He groaned and stood up, making his way to the door, cursing violently when he ran into a chair in the dark. He left the lights off when he left the archives. There had to be some way to escape the roiling anger, the hopelessness.

That way presented itself in the form of Ironhide, the no-nonsense, cannon-toting pickup with attitude. Simmons sure how he knew what the weapons specialist was up to; perhaps their parallel thoughts drew them in the same direction. But somehow, from the way Ironhide was meticulously checking his prized cannons next to the base's entrance, Simmons knew.

"Got room for me?" he asked, making for the stash of weapons and making some choice selections. He didn't look up at Ironhide, nor did Ironhide glance down at him.

"It's likely that I won't be returning," the Autobot said gruffly.

Simmons stuffed a grenade into his pocket. "I've got nothing to lose but my life. It's not worth much. I won't slow you down."

Ironhide wasted no more time. He and the human were of a mind, at least at this moment. He nodded and transformed. Simmons got in the passenger seat with his preferred armaments, buckling his seat belt.

"Let's go teach those 'cons a lesson they won't forget."

* * *

The human and the Autobot crouched together in the shelter of a badly-damaged building, each one staring through the dusk at the yawning black entrance to the Decepticons' chosen stronghold in this sector, near the ruins of what had once been Washington, D.C.

They were completely alone—the Autobot had even deactivated his comlink and was doing his best to mask his energy signature. They didn't want anyone else involved in this. It was their mission, their personal act of defiance and vengeance against the Decepticons. Anyone who didn't know them would have said it was folly for one Autobot and one human to attack a Decepticon base on their own, no tricks, no backup.

Anyone who knew them would have felt sorry for the Decepticons in that base.

"Again, Simmons, you don't have to come with me."

"Like hell I don't," Simmons answered, checking his arsenal one last time. "It's _my_ country, and I'm not letting the enemy sit around in our capital. I want to do something worth remembering."


	12. City of Angels

**A/N:** This story was actually based on an adopted bunny from the TF bunny farm. The prompt was a quote to be used in the story and the rest was up to the author's imagination... this must say something about my imagination, then. O.o Anyway, the reason I say this now is because I actually wrote this chapter first, and here it is at the end.

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**12. City of Angels**

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**

Samuel James Witwicky's thighs ached from holding his hunkered-down position for too long. He shifted slightly—not nearly enough to ease his discomfort, but it made it slightly more bearable. He didn't dare move any further. The soldiers around him were silent, all coated in dust and grime, faces darkened by smoke. Their dirty camo blended with the ruined buildings surrounding them, as did Sam's. Someone coughed at the smoke and they all froze, straining their ears for any sound. Sam felt a droplet of sweat crawl down his temple, streaking the dirt.

After a minute or so, they all relaxed minimally. Sam stared at the scorched stone before his eyes, trying not to remember that he crouched in what had once been a thriving sports arena: the Coliseum, a place he had seen on T.V. when he or his dad watched college football, now mostly flattened. He and the soldiers crouched in the ruins of one of the outer walls.

Erratic footsteps made them all ready their weapons, but they paused at a low whistle. Someone returned it, and a moment later a camouflaged scout joined them. He was equally filthy and panting hard.

"It's set," he said. "No Decepticons on the scanners, Captain."

"That don't mean a thing," Captain Robert Epps answered darkly, looking up at the cloudy sky, lit red with the flames below. He turned to look at Sam. "We got a window. Let's move."

The med stood almost straight and darted out into the desolation that had once been Los Angeles. Skyscrapers were heaps of smoking rubble. Skeletons of buildings sprang out of the churned, dry dirt, no higher than one of perhaps two stories. Historical landmarks lay crumbled as far as the eye could see. Objects other than stone lay on the ground as well; Sam kept his eyes away. Dust and smoke were thick on the air, making the humans choke and wheeze as they stumbled from shelter to shelter. The heat was nigh unbearable. The very air pressed in on them, as well as the threat of imminent attack. A reddish haze covered everything.

The great city of Los Angeles had been among the first civilian targets. Cities around the world had been razed by the Decepticons, but for those the Autobots had managed to defend. Megatron kept his Seekers entertained by sending them to destroy as they pleased. Autobots with the power of flight had yet to arrive, leaving them at a disadvantage.

Seeing the devastation all around him reminded Sam of Tranquility's destruction. It had been a planned move, intended to destroy Sam from the inside. Only the quick actions of Bumblebee had saved him… but Tranquility and its inhabitants were gone. His parents, his home, Miles, Mikaela…

Bumblebee.

Sam had made it safely to Autobot Headquarters, the Allspark cradled in his arms, but Bumblebee had not. His loyal friend had covered his mad dash to shelter. Sam had looked back just in time to see Megatron rip out Bumblebee's Spark.

Sam blinked back tears, unable to rub his eyes with his dirt-covered hands. The Allspark was warm against his back, but he ignored it.

_You couldn't save Bee. Not even one 'bot. What good are you, then?_ he asked it silently.

They paused for a water break, pulling half-empty flasks from the pouches on their legs and drinking gratefully but sparingly. None of them were certain when they would next find safe water.

As they rested, a tingle went through Sam, originating from the reinforced backpack he wore. He froze, looking around. "Something's coming."

At those words, the soldiers formed a perimeter around Sam and the precious artifact he carried, raising their weapons—all loaded with miniature sabot rounds—and searching for the enemy. Gradually, a low whine reached their ears, confirming their worst fears.

"Seeker," someone whispered. It was too late to hide; though the sound was faint, it traveled far in the wake of the supersonic jets adopted by the Seekers. Their as-yet-invisible opponent was already on top of them, zeroing in on the Allspark's energy despite the specially-designed backpack Sam carried it in. Sam found himself praying under his breath to any god that was listening.

"Let it be human… please, let it be human…"

The F-22 broke through the blood-red clouds and passed over them, followed seconds later by an unearthly screech. Sam felt the blood drain from his face and his skin crawled. One less-experienced soldier gasped, "My God…"

As the jet slowed and banked for an attack run, Epps shouted his orders. "Find cover—any cover! Protect the Allspark at all costs!"

Sam darted to shelter in the husk of a burned-out building and dove to lie with his arms over his head as the Seeker released a volley of missiles. Explosions shook the ground and men screamed. The readout on Sam's watch went dead and he swallowed, mouth dry. "Oh, God, no."

Pained cries motivated him to lift himself off the ground, reaching for a fallen rifle. Starscream streaked past overhead, pulse blasts from his cannons sending shrapnel, dust, and bodies flying. He came around and transformed just before landing, his alien mockery of a birdlike shape clawing its way out of Sam's darkest nightmares. _This_ was the monster that had unleashed its fury on Tranquility, swallowing his school, his house, his friends in blazing hellfire on the orders of both Megatron and his own sadistic whims.

Starscream's heavy fire forced the soldiers to take cover or perish. His optics sought Sam, pinning him in a deadly alien glare.

"The Allspark, fleshling!" he hissed in English, his rasping voice making Sam shudder. "Give it to me, and I may spare your puny squishy friends."

He fired and an explosion blossomed to Sam's right, rocking the ground and making the young man stumble. Sam darted to new cover, but Starscream's optics tracked him easily. "I am not a patient mech, fleshy. The Allspark, _now_, and you will live."

_I'd rather die_, Sam thought bitterly, but rather than saying so, he brought up the rifle and fired. He hadn't actually expected to _hit_ Starscream, but the Seeker reared back with a growing hole in his wing. The acrid smell of melted Cybertronian armor burned in Sam's nostrils.

"Take this message to Megatron," he called. "It's never a good idea to put someone in a position where they have nothing left to lose. There's a certain agonizing freedom and power that comes from that. I may be a weak, puny organic, but I swear by all that you took from me that I will utterly destroy you."

"You'll pay for this, fleshling," Starscream snarled, transforming and managing a wobbly takeoff. They fired after him as he retreated, but even with an injured wing, he vanished in seconds.

"Way to send the f—er packing," Epps congratulated, wiping sweat from his face with a mud-caked sleeve. The other survivors regrouped. "I'd hate to be him when he gotta tell old Megs your message."

Sam sighed and reached back just to reassure himself that the Allspark was still there. It was warm against his back.

_Is this thing really worth the price we're paying?_

"Let's get out of here," he said wearily. "Before more of them show up."

The momentary feeling of power he'd had when he shot Starscream had faded somewhat, but enough remained to make his blood boil as he looked out at the ruins of L.A.

_And I'll make good on that promise, Megatron._


End file.
